Editor’s Message
It was a relatively quiet proxy season this year. No major issues arose during the proxy season this year and there wasn’t substantial change from stockholder advisory services, activist investors or plaintiff attorneys on the proxy disclosure front. Similarly, the capital markets remain quiet as continued inflation, high interest rates and a pending presidential election has many investors staying on the sidelines.
In contrast to the quiet SEC rulemaking front, we saw increasing challenges to SEC rules. The SEC’s private fund adviser rule was struck down by the Fifth Circuit, which you can read more about later in this newsletter. The Supreme Court recently finished up its term by releasing two major decisions that are likely to impact SEC rules in the future. After the Court overturned the Chevron doctrine in the Loper Bright case, SEC rules are more likely to be narrowed or vacated when challenged because courts will not be obligated to defer to the SEC’s expertise on securities matters.
In addition, the Court essentially extended the statute of limitations for challenging agency rules in the Corner Post case. Now, unless a different standard applies, the statute of limitations for challenging an SEC rule will begin when the plaintiff first suffers an injury because of the rule instead of when the rule was adopted. In practice, this will open up more SEC rules to challenge, and in combination with the Loper Bright case, will make it more likely that SEC rules will be narrowed or vacated.
Given what has become a very challenging environment for the SEC, it seems unlikely that the climate change disclosure rules that were adopted in March will be implemented as adopted. Looking ahead, we expect the SEC to be more restrained on the rulemaking front, unless directed by Congress, and greater uncertainty for publicly-traded companies and those businesses seeking access to the capital markets as SEC rulemaking is now more likely to be challenged.
We hope you have a wonderful summer and find this newsletter to be helpful.
Alex McClean
Practice Group Leader
Securities and Capital Markets Group
Legal Insights
We regularly provide insight on a range of important securities and regulatory developments through our LEGALcurrents. Below are links to some of our recent articles and some additional content that may be of interest:
- Proposed Nasdaq Rule Could Narrow Options for Companies with $1 Bid Price Deficiency
- New Tools for Entrepreneurs Seeking to Raise Capital
- When Is the Cybersecurity Form 8-K Required? SEC Provides Updated Guidance
- Dust Off Your Insider Trading Policy in Light of Shadow Trading Enforcement
- Fifth Circuit Strikes Down SEC’s Private Fund Adviser Rules
- Newly Adopted Reg. S-P Amendments Modernize Consumer Data Protections
- Public Disclosures, Grace Periods, and Patent Rights
Upcoming Events
Our Securities & Capital Markets team actively seeks opportunities to connect with clients, friends, and peers at events. Below is a glimpse of our upcoming engagements and the team members who will be in attendance at each. If your plans align with ours, please contact us and we’ll set up a time to connect at the event.
August 14 | Upstate Capital Association of New 
York, Future of Air & Space, Rome, New York |
Contact Alex McClean
Future of Air & Space highlights innovation in the air and space industry in Upstate New York. This event brings together professionals from established companies, investors, and dealmakers with entrepreneurs.
September 25 | Upstate Capital Association of New York, Private Equity Summit, Buffalo, New York | Contact Alex McClean
The Buffalo Private Equity Summit is the premier lower middle market event connecting investors and M&A transaction professionals across the Northeast region.
October 28-30 | LD Micro Main Event XVII, Los Angeles, California | Contact Alex McClean and Chris Murillo
This three-day conference will feature senior executives from 150 companies and provide networking opportunities for investors in the micro-cap space.
November 6 | Greater Rochester Chamber, Top 100 Awards, Rochester, New York | Contact Alex McClean
The Greater Rochester Chamber Top 100 recognizes our region’s innovation and strong entrepreneurial spirit. Join Top 100 business leaders and their amazing teams who help drive the economy in our region.
Past Events
Congratulations to Graham Corporation, 2024 Manufacturer of the Year
HSE was proud to sponsor the Buffalo Business First Manufacturing Awards on May 16, and join many others to congratulate and honor Graham Corporation on being named the 2024 Manufacturer of the Year.
HSE Making News
Alex McClean Recognized Among America’s Best in 2024 Chambers USA Rankings
Alex McClean, Partner and Securities & Capital Markets Chair, has once again been recognized by Chambers & Partners, the worldwide leader in law firm and attorney rankings, in the Chambers USA 2024 America’s Leading Lawyers in Business.
This honor is bestowed on less than 5% of attorneys across the country and is the result of client feedback. One such client provided the following about Alex, “I view him as an extension of our team and appreciate him going above and beyond to respond to matters we throw his way. He is always willing to help.”
Alex McClean Comments on Reverse Split in Columbus Business First
In a recent article published by Columbus Business First, Alex McClean provided insight on reverse split, a move recently taken by Navidea Biopharmaceuticals, Inc.
HSE Launches a General Counsel Services Practice
The General Counsel Services practice was launched with the recent hires of two former general counsel: Stephen R. Van Arsdale from Wegmans Food Markets, Inc., and Mark J. Stuhlmiller, CIPP/US, CIPM from Aleron Group. They are leading the group with HSE counsel, Edward J. Pelta who served as general counsel at Gleason Corporation and ALSTOM Signaling, Inc.
Leveraging HSE’s full-service capabilities, this new practice provides clients with and without in-house legal departments with a dedicated team of attorneys who know their business and can triage day-to-day legal needs, offer strategic advice, and provide timely and strategic assistance, including in specialized areas of law, from a more cost-effective model.